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For a moment, Alice and the Caterpillar simply stare at each other. Then the Caterpillar takes the hookah out of its mouth and asks Alice who she is.
After her strange adventures, Alice doesn't really have a good answer for the Caterpillar's question. She says that she knew who she was when she got up that morning, but she thinks she's changed several times since then.
The Caterpillar asks her to explain, but she can't. She says it's too confusing being so many different sizes each day. The Caterpillar denies that this is confusing.
Alice tries to compare her constantly changing size to the metamorphosis, or change in shape, that the Caterpillar will experience when it becomes a butterfly. The Caterpillar, however, insists that this won't feel strange to it.
Alice starts to get irritated that the Caterpillar makes such terse comments and demands things of her, so she asks the Caterpillar to tell her who he is first. The Caterpillar asks why, but Alice doesn't have an answer. She finally decides to walk away.
The Caterpillar calls Alice back and tells her he has something important to say. Alice returns and waits.
The Caterpillar tells Alice to keep her temper. Ironically, this makes Alice angry, and she asks if that's the whole message. The Caterpillar says no, and Alice waits for a few minutes while it smokes.
Next, the Caterpillar asks Alice about the changes she's gone through. She explains that she doesn't remember things she used to know.
Verse Alert: The Caterpillar tells Alice to recite "You are old, Father William," and Alice does. Here's what happens in her version:
A young man tells Father William that he is old – his hair is white. The youth wants to know why Father William still stands on his head; it doesn't seem like proper behavior for an old man.
Father William answers his son (apparently the young man is his son). He says that when he was young, he worried that standing on his head was bad for his brain, but now that he's old he knows he doesn't have one so it doesn't matter.
The son points out Father William's age and the fact that he has gotten fat. In spite of this, Father William still does backwards somersaults, and the son wants to know why.
Father William answers that he's stayed limber by using a special ointment and offers to sell some to his son.
Next, the son wants to know how Father William managed to eat an entire goose, including the bones and the beak, with his old, weak jaws.
Father William answers that he used to argue legal cases with his wife, and this made his jaw unbelievably strong.
Finally, the son wants to know how Father William managed to balance an eel on his nose. Father William refuses to tell him, says he's already answered three questions, and threatens to kick his son down the stairs. (If you couldn't guess, that's the end of the poem.)
The Caterpillar tells Alice that her version of the poem is completely wrong. There's an awkward pause. (We'd feel awkward, too, if a caterpillar were critiquing our public speaking and memorization abilities.)
The Caterpillar asks Alice what size she wants to be. Alice says she doesn't care, but she doesn't like changing. Then she admits that she wants to be a bit larger, because three inches is a terrible height. This offends the Caterpillar, which is exactly three inches high (or long, if you will).
Alice waits as the Caterpillar smokes some more. Finally, the Caterpillar gets off the mushroom and crawls away, telling Alice as it leaves that one side will make her grow taller and the other will make her shorter. She wonders what that means, and the Caterpillar explains that it's talking about the mushroom. Then it's gone.
For a moment Alice stares at the mushroom, which is round. How is she supposed to know where the sides are? Then she wraps her arms around it and breaks off a piece where each of her hands falls.
Alice starts experimenting by nibbling at the different pieces of mushroom. The piece in her right hand makes her grow shorter – her chin hits her foot! It's hard for her even to open her mouth, but she manages to eat some of the piece in her left hand. Then she does grow taller, but her head is on top of an immensely long neck. When she looks down, all she sees is her neck disappearing into the canopies of the trees.
Alice moves her hands around, but she can't see them. She tries to get her head down to her hands instead and discovers that her neck is super-flexible, like the body of a snake.
While Alice is playing with her flexible neck, a pigeon suddenly flies into her face and starts smacking her with its wings, calling her a serpent.
Alice tells the pigeon that she's not a serpent, but it won't listen to her. The pigeon says it's tried putting its nest of eggs in lots of different places, but serpents always try to steal them. Finally the pigeon put its nest on top of the highest tree it could find, but then Alice's serpentine neck came coiling down from the sky!
Alice argues with the pigeon about whether or not she is a serpent. She admits that she has eaten eggs, but tells the pigeon that little girls eat eggs as much as serpents do. The pigeon argues that that makes little girls a type of serpent, which confuses Alice.
Finally Alice tells the pigeon that she doesn't like raw eggs, and it gives up and tells her to go away.
Alice manages to get her neck down among the trees and nibble at the piece of mushroom that makes her smaller. Then she goes back and forth for a bit, eating some of each piece and growing correspondingly taller and shorter, until she is her own height again.
Now Alice has achieved one of her two goals, and she sets out to achieve the other – getting into the beautiful garden she saw earlier.
First, however, she sees a little house. In order to visit whomever lives there, she eats some of the mushroom again until she's about nine inches high. Then she sets out to see who's in the house.